CHARTER OF THE AUDIT AND COMPENSATION COMMITTEE

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• Publié par: Vion
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• Langue: English

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CHARTER OF THE AUDIT AND COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

NOVIK INC.

(the “Company”)

The Audit and Compensation Committee (hereinafter referred to as the “Committee”) is

responsible for assisting the board of directors in performing its supervisory responsibilities

regarding the Company’s management and financial information. The Committee must also

ensure the competence, independence, and performance of external auditors.

The Committee shall periodically examine this charter and recommend appropriate modifications

to the board of directors.

COMPOSITION AND QUORUM

The Committee shall be composed of at least three (3) directors of the Company, with an

independent majority, who possess financial skills as those terms are defined in the applicable

corporate regulations. The Committee’s members shall be appointed by the board of directors,

who will designate one of the members as the Committee Chairman.

Two members of the Committee shall constitute the quorum for Committee meetings.

DUTIES AND RESPONSIBILITIES

1. Financial Information

•

Examine the interim and annual financial statements and management’s discussion &

analysis reports, the related press releases, and, at its discretion, any other document

containing the Company’s financial information and report to the board of directors

regarding such financial information before approval and release to the public.

•

Ensure that adequate procedures are in place for the Company’s examination of the

public communication of financial information extracted or derived from the Company’s

financial statements, other than information contained in the financial statements, interim

and annual management’s discussion & analysis, and related press releases, and

periodically evaluate the adequacy of such procedures.

2. External Audit

•

Recommend an external auditor for the board of directors to appoint in order to prepare

or issue an audit report or other auditing, examination, or certification services and

suggest the external auditor’s remuneration for this work.

•

Directly supervise the external auditor’s work and settle disagreements between the

Company's management and the external auditor; examine all changes to the generally

accepted accounting principles (GAAP) which may be important for communicating the

Company's financial information.

3. External Auditor’s Independence

•

Directly approve all services rendered to the Company by the external auditor that are not

directly related to the audit.

•

Directly approve the hiring of any associate or employee of a current or previous external

auditor as a consultant or employee.

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4.

Complaint Procedure for Financial Matters

•

Establish mechanisms for managing and verifying complaints received by the Company

concerning its accounting, internal accounting controls, or auditing.

•

Establish mechanisms for managing and verifying complaints made by the Company’s

employees, openly or anonymously, concerning questionable accounting or auditing

matters.

5.

Human Resources

•

Ensure that a competitive compensation policy is in place and approve its annual

application for the President and Chief Executive Officer as well as other executive

officers.

OPERATING PROCEDURE

•

The Committee shall meet quarterly or more frequently if necessary.

•

A Committee meeting may be called by the Committee Chairman, a Committee member,

the Chairman of the board of directors, or the external auditors. Should a meeting be

called, the Chairman of the board of directors must be informed of this meeting

immediately.

•

The Committee shall gather with its members only and meet separately with the Vice-

President, Finance and/or Board members or the external auditor, according to what it

deems relevant. The external auditors shall receive the Committee’s meeting notices and

may request to be heard at the meeting.

•

The Committee Chairman shall immediately inform the Chairman of the board of directors

of important issues raised in fulfilling its mandate.

•

The Committee shall have access to documents, records, and information that are held

by the Company or its employees and that are necessary for carrying out its duties under

this charter.

•

The Committee may retain the services of independent legal counsels and other

advisers, as deemed necessary to fulfill its duties, and set their remuneration at the

Company’s expenses.

Approved by the Company’s board of directors on March 27, 2008.

Signed by:

(s) Michel Gaudreau

MICHEL GAUDREAU

Chairman of the board of directors